What changed in this filing

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Item 4. Controls and Procedures

2022-05-12 compared with 2021-11-24 · 26 added, 26 removed, 7 unchanged (88% of the section changed)

3 unchanged sentences

Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and

operation of our disclosure controls and procedures as of September 30, 2021.

Based upon their evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to the

Company's accounting for complex financial instruments, specifically common stock subject to redemption.

As a result, we performed additional

analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting

Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects

our financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are designed

to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our

management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

operation of our disclosure controls and procedures as of March 31, 2022.

Based upon their evaluation, our Chief Executive Officer and

Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s

accounting for complex financial instruments, specifically common stock subject to redemption.

As a result, we performed additional analysis

as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects our

financial position, results of operations and cash flows for the period presented.

Disclosure controls and procedures are designed to

ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,

including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow

timely decisions regarding required disclosure.

Changes in Internal Control over Financial

Management identified a material weakness in

internal control related to the Company's accounting for complex financial instruments.

During the most recent quarter, management identified

a material weakness in internal control relating to the classification of common stock subject to redemption, which material weakness

continued to exist during the most recent fiscal quarter ended September 30, 2021.

While we have processes to identify and appropriately

apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the accounting standards that

apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult

regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer

no assurance that these initiatives will ultimately have the intended effects.

Management identified a material weakness in internal

control related to the Company’s accounting for complex financial instruments.

As of September 30, 2021, management identified a

material weakness in internal control relating to the classification of common stock subject to redemption, which material weakness continued

to exist during the most recent fiscal quarter ended March 31, 2022.

While we have processes to identify and appropriately apply applicable

accounting requirements, we plan to enhance our system of evaluating and implementing the accounting standards that apply to our financial

statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex

accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these

initiatives will ultimately have the intended effects.

PART II - OTHER INFORMATION

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures